AgriNova Sugar SA Business Plan › Section 9 › Organisation, Management & Human Capital

9.1 Group Governance

AgriNova will operate under a clear two-tier governance structure: a
Holding Board (eight members, majority non-executive) overseeing the
Group, and four Operating Boards (one for each Division) managing the
day-to-day strategy of the operating subsidiaries. The Holding Board is
supported by four standing committees: Audit & Risk; Nominations
& Remuneration; Social, Ethics & Transformation; and Investment
Committee.

Holding Board composition (target at financial close)

9.2 Senior Executive Team

The senior executive team comprises eight roles reporting to the
Group CEO. The Plan envisages key hires in the 12 months prior to
financial close, with retention bonuses and equity participation
aligning long-term outcomes.

9.3 Headcount Plan

AgriNova will build to a run-rate direct headcount of approximately
5,400 by Year 8. The growth path is illustrated below; this excludes the
21,000+ outgrower farmers who are participating partners rather than
employees.

9.4 Compensation and Incentive Architecture

The Group operates a three-tier compensation framework:

• Fixed pay: benchmarked annually against the
  South African agro-industrial peer set (Tongaat Hulett, Illovo, RCL,
  Astral Foods, Quantum Foods, Premier) via the PwC REMchannel
  survey.
• Short-term incentive (STI): annual bonus of
  25–80% of fixed pay, weighted between Group EBITDA (40%), Divisional
  metrics (40%) and individual KPIs (20%). STI is capped at 200% of target
  achievement.
• Long-term incentive (LTI): share appreciation
  rights vesting on a 3- and 5-year cliff, contingent on Group EVA
  achievement. LTI participation extended to ~120 senior
  managers.

9.5 Talent Strategy and Capability Building

Sugar industry skills are concentrated geographically and
demographically; the Plan therefore makes explicit provision for
capability building:

• Strategic partnership with the Shukela Training Centre in Mount
  Edgecombe, KwaZulu-Natal — South Africa’s primary sugar industry
  technical training facility — to provide mill operations training for
  the joining workforce
• Bursary programme: 80 bursaries per annum for full-time studies
  in agronomy, chemical engineering, mechanical engineering, accounting
  and business management at Stellenbosch, KZN, Pretoria and Cape Town
  universities
• Outgrower technical extension programme: training 20,000+
  smallholders on best-practice cane husbandry
• Internal leadership academy: 18-month programme for
  high-potential managers, in partnership with GIBS and Wits Business
  School

9.6 Diversity, Equity and Transformation

AgriNova is committed to achieving a B-BBEE Level 2 contributor
rating by Year 4 under the Amended Codes of Good Practice. The
transformation strategy is built on five pillars:

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of AgriNova Sugar SA (Pty) Ltd.